MIT Capital Inc. Proposes To Acquire Meade Instruments Corp. For $3.65 Per Share In Cash

  MIT Capital Inc. Proposes To Acquire Meade Instruments Corp. For $3.65 Per
                                Share In Cash

-$3.65 Per Share Cash Consideration is Superior to the Proposed JOC North
America LLC Agreement of $3.45 per share-

-Offer Gives Meade Stockholders Greater Value and Certainty of a Transaction-

-Tender Offer Commences to Expedite Timing of Transaction-

-Combination Creates a Global Optics Company with Meade's Brand for
Generations to Come-

PR Newswire

SAN JOSE, Calif., June 18, 2013

SAN JOSE, Calif., June 18, 2013 /PRNewswire/ --MIT Capital Inc. ("MIT"),
through its wholly-owned subsidiary, Inc. ("Merger Sub"), incorporated in
Delaware and organized for acquisition purposes (together MIT and Merger Sub
referred to herein as "MITC"), today proposed to acquire all of the
outstanding common stock of Meade Instruments Corp. (NASDAQ: MEAD, "Meade", or
"Company") for $3.65 per share in cash. MITC's all-cash offer represents a
$0.20 per sharepremium above the Meade Board-recommended offer made by JOC
North America LLC ("JOC North America") for Meade stockholders on May 17,
2013.

"The Meade stockholders stand to make more per share in cash from MITC's
superior offer and benefit from the significant global synergies of the
combination, when consummated.Over the last sixteen months, MITC has been
committed to working with Meade Instruments with acquisition proposals to
strengthen Meade's financials and secure Meade's legacy and future. As early
as February 7, 2013, MITC submitted four non-binding and binding proposals to
senior Meade leadership team to acquire the Company. Our third proposal, dated
May 8, was an all-cash offer of $3.50 per share, which represented a premium
of 100% over the $1.75 Meade closing stock price on May 7, 2013. More
importantly, MITC's offer was higher than the JOC North America offer of $3.45
per share announced on May 17th," said Mr. Jason Tian, the chairman and chief
executive officer of MIT Capital Inc. and VictoryOne, Inc.who owns and
operates several successful businesses selling, distributing, and
manufacturing laser & optics products, data logger, and other instruments.

Mr. Tian added, "The complimentary combination of Meade and MITC would revive
the Meade brand by creating new markets for Meade products and attract new
generations of Meade fans through our sales and distribution channels in
emerging markets. Given our financial, manufacturing, sales and distribution
resources, the combination of both parties will make a vertically integrated,
cost-efficient and global optics company to accelerate global interest and
demand for Meade products."

MITC's all-cash offer provides Meade stockholders greater value and certainty
of a transaction. MITC's proposal is not subject to any financing contingency
and may be the only proposal that does not require debt financing. MITC is
promptly commencing a tender offer for all outstanding Meade shares in order
to expedite the transaction to improve Meade's deteriorating financial health
(financial position, working capital, and access to capital/liquidity) as
disclosed in Meade's recent 10-K filing.As mentioned in the Fairness Opinion
issued by Marshall& Stevens in connection with the proposed and
Board-recommended transaction to merge with JOC, Meade is facing a liquidity
event:

"Per Management, the Company's only available finance is an account receivable
line of credit that is currently approximately $100,000 overdrawn."(as of
April 30, 2013)

"M&S has been advised by management that it is unlikely the Company will be in
a positive cash flow position in the near future, and accordingly is facing a
liquidity event."

In addition, according to the following excerpt in Meade's PREM14A filing on
May 31, 2013, some of directors and executive officers may have interests in
the merger that are different from, or in addition to, Meade's stockholders
and that these interests remain undisclosed or unexplained in the PREM14A
filing:

"Interests of the Company's Executive Officers and Directors in the Merger

In considering the recommendation of Meade's board with respect to the merger,
holders of Company common stock should be aware that Meade's executive
officers and directors may have interests in the merger that are different
from, or in addition to, the interests of holders of Company common stock in
general. The members of the board were aware of such interests when deciding
to approve the merger and to recommend that holders of Company common stock
vote in favor of the proposal to adopt the merger agreement."

About MIT Capital

MIT Capital Inc. and its affiliates sell, manufacturer, and distribute laser &
optics products, data logger, and other instruments globally and in emerging
markets. Led by the award-winning entrepreneur and well established business
leader Jason Tian, MIT and its affiliates have extensive sales and
distribution channels, financial resources, manufacturing facilities and
expansion capabilities, and a deep management team focused on developing
technologies and products marketable and desired by their customers.

MITC has retained both external financial and legal advisors to assist it with
this transaction.

Contact:
MIT Capital Inc.
97 E Brokaw Rd, Suite 210
San Jose, CA 95112
Phone: 408-329-6148

In care of:
Cindy Wang
cwang@terracap.com
TerraNova Capital Partners

SOURCE MIT Capital Inc.
 
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